Nomination of Representative Directors for 2026 Annual Meetings
Summary
Cboe Exchange, Inc. and affiliated exchanges (Cboe Options, C2 Options, BYX, BZX, EDGA, and EDGX) have announced the nomination of two Representative Directors for election at their 2026 annual meetings. Bruce Andrews and David Roscoe, both current Representative Directors, have been nominated by the Representative Director Nominating Body to continue serving as Non-Industry Directors on each Exchange Board for one-year terms.
What changed
The Nominating Body of each Cboe exchange has nominated two Representative Directors for the 2026 term: Bruce Andrews (former Cboe Options member and Market-Maker, 1986-2005, and current Lead Director) and David Roscoe (former J.P. Morgan Managing Director and current Director). Both nominees currently serve as Non-Industry Directors and members of each Exchange's Regulatory Oversight Committee. They are nominated to continue serving for one-year terms beginning at the 2026 annual meetings.
This announcement does not impose compliance obligations on trading permit holders, members, or other regulated entities. The document is informational, notifying stakeholders of director nominations as part of standard exchange governance procedures. No changes to exchange rules, fee schedules, or trading requirements are affected.
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Archived snapshot
Apr 16, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
Regulatory Circular RC26-001 Date: January 2, 2026 Exchanges: Cboe Options, C2 Options, BYX, BZX, EDGA and EDGX Markets: Equities and Options To: Trading Permit Holders and Members
Nomination of Representative Directors for Election at 2026 Annual Meetings Re: Pursuant to the Bylaws of Cboe Exchange, Inc. ("Cboe Options"), Cboe C2 Exchange, Inc. ("C2 Options"), Cboe BYX Exchange, Inc. ("BYX"), Cboe BZX Exchange, Inc. ("BZX"), Cboe EDGA Exchange, Inc. ("EDGA"), and Cboe EDGX Exchange, Inc. ("EDGX," and each an "Exchange" and collectively the "Exchanges"), 20% of the directors serving on the respective Exchange's Board of Directors shall be designated as "Representative Directors" nominated by the respective Representative Director Nominating Body (each a "Nominating Body") or otherwise selected by a petition process. Each Exchange Board has determined that all of the Representative Directors shall be Non-Industry Directors. The Representative Directors for the next term will be elected at the 2026 annual meetings and will serve for a one-year term. The Nominating Body of each Exchange has determined to nominate the following two persons as the "Representative Directors" of each Exchange, each of whom currently serve as a Representative Director of each Exchange.
- Bruce Andrews. Mr. Andrews was a Cboe Options member and Market-Maker from 1986-2005. Mr. Andrews has twice served on the Cboe Options Business Conduct Committee ("BCC"), from 1994-1997 (Vice Chairman in 1995 and Chairman from 1996-1997), and from 2003-2017 (Chairman from 2004-2017). Mr. Andrews has participated or chaired various BCC subcommittees including Late Exercise, Off-Floor and Net Capital Guidelines, Position Limits, Summary Fine Guidelines, Fin-Op Disciplinary Guidelines Review, and Sanctions Guidelines Review. Mr. Andrews has also participated on, or chaired, various BCC Hearing Panels. Additionally, he has served on several Cboe Options committees, including the Arbitration Committee, Financial Planning Committee, Membership Committee, and Nominating Committee. Mr. Andrews currently serves as Lead Director of each of the Exchanges and as a member of each Exchange's Regulatory Oversight Committee. Mr. Andrews also currently serves as a Lead Director on the Cboe Futures Exchange, LLC (CFE) and Cboe SEF, LLC (Cboe
Mr. Andrews graduated from the University of Southern California with a Bachelor of SEF).
Science degree.
- David Roscoe. Mr. Roscoe retired in 2008 after 42 years as a financial services executive. He was employed by J.P.Morgan from 1967-1999, where he retired as a Managing Director. He then served as co-CEO of Bridge Information Systems from 1999-2003, and as a senior advisor at RiskMetrics Group from 2003-2008. At J.P.Morgan, his global management responsibilities included technology, securities services, emerging market advisory, corporate development, and risk management. Mr. Roscoe was active in the formation and governance of DTC, NSCC,
RC26-001 Page 2 of 2
and the Euro-clear Clearance Systems in Brussels, and was the founding executive director of CLS Services in London. At Bridge Information Systems, he directed strategic planning, then served as President and COO, and later as co-CEO. At RiskMetrics Group, he oversaw the integration of ISS, a proxy advisory firm that was acquired prior to the company's IPO. Mr. Roscoe has served as a director on three private corporations, one public company, and three financial industry utilities. Currently he serves as a Director of each of the Exchanges and as a member of each Exchange's Regulatory Oversight Committee. He also currently serves as a Director on CFE and Cboe SEF and as a member of their respective Regulatory Oversight Committees. Mr. Roscoe also is currently a director of Modern Bank, a privately held NY commercial bank, and is Board Chair Emeritus and Chair of the Advisory Council of the Hastings Center, a leading bioethics research organization. Mr. Roscoe received a BA in Economics (with Honors) from Yale University, and an MBA in Finance (with Honors) from the University of Oregon. He served as an active officer in the US Naval Reserve in the Vietnam era.
Each of the Exchanges' Bylaws provide that Trading Permit Holders/Members may nominate alternative candidates for election to the "Representative Director" positions by submitting a petition signed by individuals representing not less than 10% of the total outstanding Trading Permits (for Cboe Options and C2 Options) or total members (for BYX, BZX, EDGA and EDGX) at that time. Petitions must be filed with the respective Exchange's Secretary no later than 5:00 p.m. (CT) on January 16, 2026. If one or more valid petitions are received by the deadline, a Run-Off Election will be held and the individuals who receive the most votes will be elected to the Exchange's Board as the Representative Directors. Additional Information Questions regarding this process may be directed to Laura Dickman at ldickman@cboe.com or 312.786.7572.
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